0001116502-09-000463 Sample Contracts

HIGHMARK CAPITAL MANAGEMENT, INC. FORM OF SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • March 26th, 2009 • Highmark Funds /Ma/ • Massachusetts

This AGREEMENT is effective as of ___________________, 2009, by and between HIGHMARK CAPITAL MANAGEMENT, INC. (“Adviser”) and ZIEGLER CAPITAL MANAGEMENT, LLC, a Wisconsin limited liability corporation, which is an investment adviser registered under the laws of the United States as an investment adviser under the Investment Advisers Act of 1940, as amended (“Sub-Adviser”).

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AMENDMENT NO. 1 DATED AS OF [●], 2009 TO INVESTMENT ADVISORY AGREEMENT DATED AS OF SEPTEMBER 1, 1998
Investment Advisory Agreement • March 26th, 2009 • Highmark Funds /Ma/

WHEREAS, HIGHMARK FUNDS, a Massachusetts business trust (the “Trust”), and HighMark Capital Management, Inc., a California corporation (the “Investment Adviser”), entered into an Investment Advisory Agreement dated as of September 1, 1998 (as amended through the date hereof, the “ Investment Advisory Agreement”);

AMENDMENT To Transfer Agency and Service Agreement Between Highmark Funds. And State Street Bank and Trust Company
Transfer Agency and Service Agreement • March 26th, 2009 • Highmark Funds /Ma/

This amendment is made effective as of the [ ] day of [ ] 2009 between Highmark Funds (the “Fund”) and State Street Bank and Trust Company (the “Transfer Agent”). In accordance with Article 12 (Amendment) of the Transfer Agency and Service Agreement between the Fund and the Transfer Agent dated as of February 15, 1997 (the “Agreement”) the parties desire to amend the Agreement as set forth herein.

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